SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MATTHEWS NORMAN S

(Last)

(First)

(Middle)

6300 WILSON MILLS ROAD

(Street)

MAYFIELD VILLAGE

44143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESSIVE CORP/OH/ [ PGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	06/17/2008		M		16,844	A	$10.483	208,817	D
Common	06/17/2008		M		35,045	A	$4.7456	243,862	D
Common	06/17/2008		S		1,400	D	$20.92	242,462	D
Common	06/17/2008		S		2,344	D	$20.9201	240,118	D
Common	06/17/2008		S		8,500	D	$20.925	231,618	D
Common	06/17/2008		S		2,000	D	$20.93	229,618	D
Common	06/17/2008		S		1,000	D	$20.9301	228,618	D
Common	06/17/2008		S		8,100	D	$20.94	220,518	D
Common	06/17/2008		S		1,900	D	$20.9401	218,618	D
Common	06/17/2008		S		7,600	D	$20.95	211,018	D
Common	06/17/2008		S		1,900	D	$20.9501	209,118	D
Common	06/17/2008		S		200	D	$20.9502	208,918	D
Common	06/17/2008		S		200	D	$20.9503	208,718	D
Common	06/17/2008		S		400	D	$20.89	208,318	D
Common	06/17/2008		S		400	D	$20.895	207,918	D
Common	06/17/2008		S		100	D	$20.899	207,818	D
Common	06/17/2008		S		600	D	$20.9	207,218	D
Common	06/17/2008		S		600	D	$20.905	206,618	D
Common	06/17/2008		S		1,300	D	$20.91	205,318	D
Common	06/17/2008		S		1,000	D	$20.915	204,318	D
Common	06/17/2008		S		1,000	D	$20.935	203,318	D
Common	06/17/2008		S		1,200	D	$20.937	202,118	D
Common	06/17/2008		S		100	D	$20.939	202,018	D
Common	06/17/2008		S		1,300	D	$20.945	200,718	D
Common	06/17/2008		S		1,700	D	$20.955	199,018	D
Common	06/17/2008		S		100	D	$20.96	198,918	D
Common	06/17/2008		S		100	D	$20.9701	198,818	D
Common								6,000	I	IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1999 Director Option	$10.483	06/17/2008		M			16,844	10/24/1999	04/23/2009	Common	16,844	$0	0	D
2000 Director Option	$4.7456	06/17/2008		M			35,045	10/22/2000	04/21/2010	Common	35,045	$0	0	D

Explanation of Responses:

	David M. Coffey, by Power of Attorney	06/19/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.